Strong momentum continues for leisure travel to Pursuit's markets and GES live event activity
GES second quarter results exceeded prior guidance; raising full year outlook
Second quarter year-over-year results impacted by sale of ON Services and known shifts in timing of events that resumed normal schedules in 2023 at GES

Viad Corp (NYSE:VVI), a leading provider of experiential leisure travel and live events and marketing experiences, today reported results for the 2023 second quarter.

Financial Highlights

	Three months ended June 30,
(in millions)	2023		2022		Change
Revenue	$	320.3	$	319.2	$	1.1
Net Income Attributable to Viad	$	11.0	$	19.8	$	(8.9	)
Net Income Before Other Items*	$	11.8	$	22.2	$	(10.3	)
Consolidated Adjusted EBITDA*	$	42.9	$	47.5	$	(4.6	)

Revenue of $320.3 million increased $1.1 million as higher international tourism in Western Canada and Iceland and stronger demand for exhibitions and events more than offset a revenue decline of approximately $16 million due to the sale of ON Services and anticipated shifts in timing of events at GES.
Net income attributable to Viad of $11.0 million and income before other items of $11.8 million decreased $8.9 million and $10.3 million, respectively, primarily due to anticipated lower GES adjusted EBITDA, higher interest expense, and higher taxes, partially offset by higher Pursuit adjusted EBITDA.
Consolidated adjusted EBITDA* of $42.9 million declined $4.6 million primarily due to lower GES revenue and increased staffing levels at GES as compared to the 2022 second quarter when a faster than expected recovery in event activity significantly outpaced workforce restaffing, partially offset by stronger visitation and margins at Pursuit.

* Refer to Table Two of this press release for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

Steve Moster, Viad's president and chief executive officer, commented, "We delivered solid second quarter results and are pleased to once again be raising our full year guidance on stronger than expected GES performance. Pursuit delivered significant year-over-year growth in the quarter, which continues to accelerate as we move through the seasonally strong third quarter."

Moster continued, "We are very encouraged by the robust demand we're seeing for Pursuit's leisure travel markets and the continued growth in GES' live events, and we remain confident that we will deliver substantial growth this year."

Pursuit Results

	Three months ended June 30,
(in millions)	2023		2022		Change
Revenue	$	88.5	$	77.6	$	10.9
Adjusted EBITDA*	$	19.5	$	15.6	$	3.9

* Refer to Table Two of this press release for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

Pursuit revenue of $88.5 million increased $10.9 million (14.0%) from the 2022 second quarter primarily due to stronger international visitation.
Pursuit adjusted EBITDA of $19.5 million improved by $3.9 million from the 2022 second quarter primarily due to higher revenue and improved margin.

Regarding Pursuit's results, Moster commented, "Pursuit's revenue and adjusted EBITDA reached a new all-time high for the second quarter reflecting the strength of our Refresh, Build, Buy growth strategy. The new experiences that we've acquired or opened from 2019 to present contributed about 30 percent of Pursuit's second quarter revenue and posted year-over-year growth of 27 percent. Additionally, our same-store experiences posted strong year-over-year revenue growth of 9 percent."

Moster continued, "Our team did a terrific job maximizing revenue by strategically driving rate while increasing attraction visitation and maintaining strong hotel occupancy during the quarter. Additionally, we continue to benefit from the acceleration of international leisure travel to our markets. Demand for our iconic, unforgettable and inspiring hotels and attractions is strong and with our seasonally robust third quarter ahead, we remain confident in our ability to continue driving significant growth at Pursuit."

GES Results

	Three months ended June 30,
(in millions)	2023			2022			Change
Revenue
Spiro	$	80.4		$	89.4		$	(9.1	)
GES Exhibitions		154.5			154.6			(0.1	)
Inter-segment Eliminations		(3.1	)		(2.4	)		(0.6	)
Total GES	$	231.8		$	241.6		$	(9.8	)

Adjusted EBITDA*
Spiro	$	8.9		$	15.8		$	(6.8	)
GES Exhibitions		17.9			19.4			(1.5	)
Total GES	$	26.8		$	35.1		$	(8.3	)

* Refer to Table Two of this press release for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

Total GES revenue of $231.8 million decreased 4.0% from the 2022 second quarter primarily due to the sale of ON Services and 2022 shows that were postponed from the first quarter into the second quarter that returned to their normal first quarter schedules in 2023, partially offset by live event activity strength and major non-annual shows in the 2023 second quarter.
Total GES adjusted EBITDA of $26.8 million decreased by $8.3 million from the 2022 second quarter primarily due to lower revenue and the rebuilding of the workforce from pandemic levels.

Regarding GES' results, Moster commented, "GES' results exceeded our expectations for the second quarter with higher than anticipated same-show revenue growth and the benefits of a series of margin enhancing lean activities. Same-show revenues for events produced by our U.S. Exhibitions team grew to 99 percent of 2019 pre-pandemic levels as compared to 87 percent in the 2022 second quarter. At Spiro, spend from existing corporate clients is also near 2019 pre-pandemic levels, and we continue to win new clients in this large, fragmented market."

Moster continued, "I continue to be impressed with the team's focus on margin enhancement and the speed and strength of GES' recovery from the pandemic. We remain committed to driving meaningful free cash flow through ongoing lean initiatives at GES Exhibitions and profitable growth at Spiro."

Cash Flow and Balance Sheet Highlights

Our 2023 second quarter cash flow from operations was approximately $28.7 million and our capital expenditures totaled approximately $21 million. We paid approximately $2 million in cash dividends on our convertible preferred equity and our net debt payments were approximately $1 million.

We ended the second quarter with total liquidity of $148.2 million, comprising cash and cash equivalents of $53 million and $95 million of capacity available on our revolving credit facility ($100 million total facility size, less $5 million in letters of credit). Our debt totaled $477.9 million, including $393 million outstanding on our Term Loan B, financing lease obligations of approximately $64 million (which primarily comprises real estate leases at Pursuit), and approximately $21 million in other debt.

Moster commented, "We remain committed to maintaining a solid liquidity position by maximizing our cash flows from operations and selectively investing in high-return opportunities to continue scaling Pursuit through our Refresh, Build, Buy growth strategy."

2023 Outlook

Regarding Viad's outlook, Moster commented, "We are pleased to be raising our full year guidance based on GES' second quarter performance and our outlook for continued strong demand for GES' live events and Pursuit's leisure travel markets over the balance of the year."

Moster continued, "For the third quarter, we expect another record-breaking quarter at Pursuit with significant growth in adjusted EBITDA, partially offset by lower GES revenue due to show rotation and the sale of ON Services."

Our guidance for Viad consolidated is as follows:

(in millions)	Third Quarter	Full Year
Viad Consolidated
Revenue	$340 to $370 vs. $382.7 in 2022	Up mid-single digits vs. $1,127.3 in 2022
Adjusted EBITDA	$77.5 to $89.5 vs. $82.0 in 2022	$126 to $143 vs. $116.1 in 2022
Cash flow from Operations	$55 to $60	$75 to $85
Capital Expenditures	$25 to $30	$70 to $75 (including growth capex of ~$35)

Our guidance for Pursuit is as follows:

(in millions)	Third Quarter	Full Year	Key Assumptions
Pursuit
Revenue	$175 to $190 vs. $163.8 in 2022	Up ~15% vs. $299.3 in 2022	Expect revenue growth in 2023 will be driven by: Lifting of all COVID restrictions at the Canadian border Acceleration of new experiences Ongoing focus on improving the guest experience
Adjusted EBITDA	$87 to $95 vs. $75.1 in 2022	$85 to $95 vs. $67.9 in 2022	Anticipate FY margin expansion as visitation increases, the performance of newer experiences improves, and pandemic-era cost pressures ease

Our guidance for GES is as follows:

(in millions)	Third Quarter	Full Year	Key Assumptions
GES
Revenue	$165 to $180 vs. $218.9 in 2022	Up low single digits vs. $828.0 in 2022	Expect FY revenue growth from stronger demand for exhibition and event services and new Spiro wins will more than offset negative show rotation ($30M for FY; $50M for Q3) and the sale of ON Services ($50M for FY; $14M for Q3) Exhibitions same show revenue expected to approach 2019 levels Spiro clients' marketing spend expected to be similar to 2022, plus new client wins
Adjusted EBITDA	($6) to ($2) vs. $10.7 in 2022	$54 to $62 vs. $61.3 in 2022	We intend to prudently invest in talent and capabilities at Spiro to fuel growth in 2023 and beyond

Conference Call Details

Management will host a conference call to review second quarter 2023 results on Thursday, August 3, 2023, at 5 p.m. (Eastern Time).

To join the live conference call, please register at least 10 minutes before the start of the call using the following link: https://conferencingportals.com/event/tQSnvHGq. After registering, an email confirmation will be sent that includes dial-in information as well as unique codes for entry into the live call. Registration will be open throughout the call.

A live audio webcast of the call will also be available in listen-only mode through the "Investors" section of our website. A replay of the webcast will be available on our website shortly after the call and, for a limited time, by calling (800) 770-2030 or (647) 362-9199 and entering the conference ID 90039.

Additionally, we will post a supplemental presentation, containing highlights of our results, trends and outlook, on the "Investors" section of our website prior to the conference call. We will refer to this presentation during the call.

About Viad

Viad (NYSE:VVI), is a leading global provider of extraordinary experiences, including hospitality and leisure activities, experiential marketing, and live events through two businesses: Pursuit and GES. Our business strategy focuses on delivering extraordinary experiences for our teams, clients and guests, and significant and sustainable growth and above-market returns for our shareholders. Viad is an S&P SmallCap 600 company.

Pursuit is a collection of inspiring and unforgettable travel experiences in Alaska, Nevada, and Montana in the United States, in and around Banff, Jasper, and Vancouver in Canada, and in Reykjavik, Iceland. Pursuit's collection includes attractions, lodges and hotels, and sightseeing tours that connect guests with iconic places.

GES is a global, full-service live events company offering a comprehensive range of services to the world's leading brands and event organizers through two reportable segments, Spiro and GES Exhibitions. Spiro is an experiential marketing agency that partners with leading brands around the world to manage and elevate their global experiential marketing activities. GES Exhibitions is a global exhibition services company that partners with leading exhibition and conference organizers as a full-service provider of strategic and logistics solutions to manage the complexity of their shows with teams throughout North America, Europe, and the Middle East.

For more information, visit www.viad.com.

Forward-Looking Statements

This press release contains a number of forward-looking statements. Words, and variations of words, such as "will," "may," "expect," "would," "could," "might," "intend," "plan," "believe," "estimate," "anticipate," "deliver," "seek," "aim," "potential," "target," "outlook," and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions, or goals also are forward-looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements.

Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to, the following:

general economic uncertainty in key global markets and a worsening of global economic conditions;
travel industry disruptions;
the impact of our overall level of indebtedness, as well as our financial flexibility;
identified material weaknesses in our internal control over financial reporting;
seasonality of our businesses;
the impact of the COVID-19 pandemic on our financial condition, liquidity, and cash flow;
our ability to anticipate and adjust for the impact of the COVID-19 pandemic on our businesses;
unanticipated delays and cost overruns of our capital projects, and our ability to achieve established financial and strategic goals for such projects;
our exposure to labor shortages, turnover, and labor cost increases;
the importance of key members of our account teams to our business relationships;
our ability to manage our business and continue our growth if we lose any of our key personnel;
the competitive nature of the industries in which we operate;
our dependence on large exhibition event clients;
adverse effects of show rotation on our periodic results and operating margins;
transportation disruptions and increases in transportation costs;
natural disasters, weather conditions, accidents, and other catastrophic events;
our exposure to labor cost increases and work stoppages related to unionized employees;
our multi-employer pension plan funding obligations;
our ability to successfully integrate and achieve established financial and strategic goals from acquisitions;
our exposure to cybersecurity attacks and threats;
our exposure to currency exchange rate fluctuations;
liabilities relating to prior and discontinued operations; and
compliance with laws governing the storage, collection, handling, and transfer of personal data and our exposure to legal claims and fines for data breaches or improper handling of such data.

For a more complete discussion of the risks and uncertainties that may affect our business or financial results, please see Item 1A, "Risk Factors," of our most recent annual report on Form 10-K filed with the SEC and in subsequent filings we make with the SEC. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this press release except as required by applicable law or regulation.

Forward-Looking Non-GAAP Measures

The company has not quantitatively reconciled its guidance for adjusted EBITDA to its respective most comparable GAAP financial measure because certain reconciling items that impact this metric, including provision for income taxes, interest expense, restructuring or impairment charges, acquisition-related costs, and attraction start-up costs have not occurred, are out of the company's control, or cannot be reasonably predicted. Accordingly, reconciliations to the nearest GAAP financial measure are not available without unreasonable effort. Please note that the unavailable reconciling items could significantly impact the company's results as reported under GAAP.

VIAD CORP AND SUBSIDIARIES
TABLE ONE - QUARTERLY RESULTS
(UNAUDITED)

	Three months ended June 30,											Six months ended June 30,
(in thousands, except per share data)	2023			2022			$ Change			% Change		2023			2022			$ Change			% Change

Revenue:
Pursuit	$	88,474		$	77,599		$	10,875		14.0	%		121,137			101,383			19,754		19.5	%
GES:
Spiro		80,368			89,425			(9,057	)	-10.1	%	$	140,730		$	132,241		$	8,489		6.4	%
GES Exhibitions		154,534			154,600			(66	)	0.0	%		324,031			266,431			57,600		21.6	%
Inter-segment eliminations		(3,065	)		(2,421	)		(644	)	-26.6	%		(4,796	)		(3,492	)		(1,304	)	-37.3	%
Total GES		231,837			241,604			(9,767	)	-4.0	%	$	459,965		$	395,180		$	64,785		16.4	%
Total revenue	$	320,311		$	319,203		$	1,108		0.3	%	$	581,102		$	496,563		$	84,539		17.0	%

Segment operating income (loss):
Pursuit	$	9,811		$	5,571			4,240		76.1	%		(9,301	)		(15,627	)		6,326		40.5	%
GES:
Spiro		8,279			14,847			(6,568	)	-44.2	%		11,453			14,608		$	(3,155	)	-21.6	%
GES Exhibitions		15,354			16,273			(919	)	-5.6	%		25,764			14,918			10,846		72.7	%
Total GES		23,633			31,120			(7,487	)	-24.1	%		37,217			29,526			7,691		26.0	%
Segment operating income	$	33,444		$	36,691		$	(3,247	)	-8.8	%	$	27,916		$	13,899		$	14,017		**
Corporate eliminations		16			17			(1	)	-5.9	%		32			34			(2	)	-5.9	%
Corporate activities		(3,511	)		(3,440	)		(71	)	-2.1	%		(6,676	)		(6,113	)		(563	)	-9.2	%
ON Services sale purchase price adjustment		(204	)		-			(204	)	**			(204	)		-			(204	)	**
Restructuring charges (Note A)		(192	)		(1,426	)		1,234		86.5	%		(645	)		(2,080	)		1,435		69.0	%
Impairment charges		-			-			-		**			-			(583	)		583		-100.0	%
Other expense, net		(448	)		(612	)		164		26.8	%		(979	)		(1,250	)		271		21.7	%
Net interest expense (Note B)		(12,356	)		(7,761	)		(4,595	)	-59.2	%		(24,605	)		(13,638	)		(10,967	)	-80.4	%
Income (loss) from continuing operations before income taxes		16,749			23,469			(6,720	)	-28.6	%		(5,161	)		(9,731	)		4,570		47.0	%
Income tax expense (Note C)		(5,028	)		(3,359	)		(1,669	)	-49.7	%		(4,450	)		(777	)		(3,673	)	**
Income (loss) from continuing operations		11,721			20,110			(8,389	)	-41.7	%		(9,611	)		(10,508	)		897		8.5	%
Income (loss) from discontinued operations		(143	)		52			(195	)	**			(201	)		327			(528	)	**
Net income (loss)		11,578			20,162			(8,584	)	-42.6	%		(9,812	)		(10,181	)		369		3.6	%
Net (income) loss attributable to noncontrolling interest		(903	)		(451	)		(452	)	**			(505	)		753			(1,258	)	**
Net loss attributable to redeemable noncontrolling interest		286			128			158		**			409			266			143		53.8	%
Net income (loss) attributable to Viad	$	10,961		$	19,839		$	(8,878	)	-44.8	%	$	(9,908	)	$	(9,162	)	$	(746	)	-8.1	%

Amounts Attributable to Viad:
Income (loss) from continuing operations	$	11,104		$	19,787		$	(8,683	)	-43.9	%	$	(9,707	)	$	(9,489	)	$	(218	)	-2.3	%
Income (loss) from discontinued operations		(143	)		52			(195	)	**			(201	)		327			(528	)	**
Net income (loss)	$	10,961		$	19,839		$	(8,878	)	-44.8	%	$	(9,908	)	$	(9,162	)	$	(746	)	-8.1	%

Income (loss) per common share attributable to Viad (Note D):
Basic income (loss) per common share	$	0.33		$	0.64		$	(0.31	)	-48.4	%	$	(0.66	)	$	(0.67	)	$	0.01		1.5	%
Diluted income (loss) per common share	$	0.33		$	0.64		$	(0.31	)	-48.4	%	$	(0.66	)	$	(0.67	)	$	0.01		1.5	%

Weighted-average common shares outstanding:
Basic weighted-average outstanding common shares		20,840			20,571			269		1.3	%		20,796			20,544			252		1.2	%
Additional dilutive shares related to share-based compensation		135			160			(25	)	-15.6	%		-			-			-		**
Diluted weighted-average outstanding common shares		20,975			20,731			244		1.2	%		20,796			20,544			252		1.2	%

*Adjusted EBITDA by Reportable Segment:**
Pursuit	$	19,482		$	15,613		$	3,869		24.8	%	$	9,167		$	4,115		$	5,052		**
GES:
Spiro		8,940			15,750			(6,810	)	-43.2	%		12,677			16,492			(3,815	)	-23.1	%
GES Exhibitions		17,905			19,381			(1,476	)	-7.6	%		30,912			21,359			9,553		44.7	%
Total GES		26,845			35,131			(8,286	)	-23.6	%		43,589			37,851			5,738		15.2	%
Corporate		(3,470	)		(3,268	)		(202	)	-6.2	%		(6,507	)		(5,802	)		(705	)	-12.2	%
Consolidated Adjusted EBITDA		42,857			47,476			(4,619	)	-9.7	%		46,249			36,164			10,085		27.9	%

	As of June 30,
Capitalization Data:		2023			2022		$ Change			% Change
Cash and cash equivalents		53,179			54,516			(1,337	)	-2.5	%
Total debt		477,876			492,297			(14,421	)	-2.9	%
Viad shareholders' equity		16,487			(7,591	)		24,078		**
Non-controlling interests (redeemable and non-redeemable)		88,216			88,779			(563	)	-0.6	%
Convertible Series A Preferred Stock (Note E):
Convertible preferred stock (including accumulated dividends paid in kind)***		141,827			141,827			-		0.0	%
Equivalent number of common shares		6,674			6,674			-		0.0	%

* Refer to Table Two for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.
** Change is greater than +/- 100 percent
*** Amount shown excludes transaction costs, which are netted against the value of the preferred shares when presented on Viad's balance sheet.

VIAD CORP AND SUBSIDIARIES
TABLE ONE - NOTES TO QUARTERLY RESULTS
(UNAUDITED)
(A)	Restructuring Charges — The decrease in restructuring charges during the three and six months ended June 30, 2023 was primarily related to our 2022 transformation and streamlining efforts at GES to significantly reduce costs and create a lower and more flexible cost structure focused on servicing our more profitable market segments.

(B)	Net Interest Expense — The increase in interest expense during the three and six months ended June 30, 2023 was primarily due to higher interest rates in 2023, and to a lesser extent to a $1.9 million reduction in capitalized interest recorded during the six months ended June 30, 2023 as compared to the six months ended June 30, 2022.

(C)	Income Tax Expense – The effective tax rate was 30.0% for the three months ended June 30, 2023 and 14.3% for the three months ended June 30, 2022. The effective tax rate was a negative 86.2% for the six months ended June 30, 2023 and negative 8.0% for the six months ended June 30, 2022. The effective rate differed from the 21% federal rate for the three months ended June 30, 2023 and the three months ended June 30, 2022 as a result of excluding the tax benefit on jurisdictions where we have a valuation allowance and the change in income or loss in our jurisdictions. The effective rate differed from the federal rate for the six months ended June 30, 2023 and the six months ended June 30, 2022 also as a result of excluding tax benefits in certain jurisdictions, the mix of income or loss by jurisdiction, and the $2.1 million benefit taken in the first quarter of 2023 on certain separate U.S. state jurisdictions.

(D)	Income (Loss) per Common Share — We apply the two-class method in calculating income (loss) per common share as preferred stock and unvested share-based payment awards that contain nonforteitable rights to dividends are considered participating securities. Accordingly, such securities are included in the earnings allocation in calculating income per share.

	Diluted income (loss) per common share is calculated using the more dilutive of the two-class method or as-converted method. The two-class method uses net income (loss) available to common stockholders and assumes conversion of all potential shares other than participating securities. The as-converted method uses net income (loss) available to common shareholders and assumes conversion of all potential shares including participating securities. Dilutive potential common shares include outstanding stock options, unvested restricted share units and convertible preferred stock.

	Additionally, the adjustment to the carrying value of redeemable non-controlling interests is reflected in income (loss) per common share.

	The components of basic and diluted income (loss) per share are as follows:

		Three months ended June 30,											Six months ended June 30,
	(in thousands)	2023			2022			$ Change			% Change		2023			2022			$ Change			% Change

	Net income (loss) attributable to Viad	$	10,961		$	19,839		$	(8,878	)	-44.8	%	$	(9,908	)	$	(9,162	)	$	(746	)	-8.1	%
	Convertible preferred stock dividends paid in cash		(1,950	)		(1,950	)		-		0.0	%		(3,900	)		(3,900	)		-		0.0	%
	Adjustment to the redemption value of redeemable noncontrolling interest		-			(412	)		412		-100.0	%		-			(763	)		763		-100.0	%
	Undistributed income (loss) attributable to Viad		9,011			17,477			(8,466	)	-48.4	%		(13,808	)		(13,825	)		17		0.1	%
	Less: Allocation to participating securities		(2,186	)		(4,293	)		2,107		49.1	%		-			-			-		**
	Net income (loss) allocated to Viad common shareholders (basic)	$	6,825		$	13,184		$	(6,359	)	-48.2	%	$	(13,808	)	$	(13,825	)	$	17		0.1	%
	Add: Allocation to participating securities		11			25			-		-56.0	%		-			-			-		**
	Net income (loss) allocated to Viad common shareholders (diluted)	$	6,836		$	13,209		$	(6,359	)	-48.2	%	$	(13,808	)	$	(13,825	)	$	17		0.1	%

	Basic weighted-average outstanding common shares		20,840			20,571			269		1.3	%		20,796			20,544			252		1.2	%
	Additional dilutive shares related to share-based compensation		135			160			(25	)	-15.6	%		-			-			-		**
	Diluted weighted-average outstanding common shares		20,975			20,731			244		1.2	%		20,796			20,544			252		1.2	%


(E)	Convertible Series A Preferred Stock — On August 5, 2020, we entered into an Investment Agreement with funds managed by private equity firm Crestview Partners, relating to the issuance of 135,000 shares of newly issued Convertible Series A Preferred Stock, par value $0.01 per share, for an aggregate purchase price of $135 million or $1,000 per share. The Convertible Series A Preferred Stock carries a 5.5% cumulative quarterly dividend, which is payable in cash or in-kind at Viad's option and is convertible into shares of our common stock at a conversion price of $21.25 per share.

VIAD CORP AND SUBSIDIARIES
TABLE TWO - NON-GAAP FINANCIAL MEASURES
(UNAUDITED)

IMPORTANT DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES

This document includes the presentation of "Income (Loss) Before Other Items", "Adjusted EBITDA", "Segment Operating Income (Loss)", and "Adjusted Segment Operating Income (Loss)", which are supplemental to results presented under accounting principles generally accepted in the United States of America ("GAAP") and may not be comparable to similarly titled measures presented by other companies. These non-GAAP measures are utilized by management to facilitate period-to-period comparisons and analysis of Viad's operating performance and should be considered in addition to, but not as substitutes for, other similar measures reported in accordance with GAAP. The use of these non-GAAP financial measures is limited, compared to the GAAP measure of net income attributable to Viad, because they do not consider a variety of items affecting Viad's consolidated financial performance as reconciled below. Because these non-GAAP measures do not consider all items affecting Viad's consolidated financial performance, a user of Viad's financial information should consider net income attributable to Viad as an important measure of financial performance because it provides a more complete measure of the Company's performance.

Income (Loss) Before Other Items, Segment Operating Income (Loss), and Adjusted Segment Operating Income (Loss) are considered useful operating metrics, in addition to net income attributable to Viad, as potential variations arising from non-operational expenses/income are eliminated, thus resulting in additional measures considered to be indicative of Viad's performance. Management believes that the presentation of Adjusted EBITDA provides useful information to investors regarding Viad's results of operations for trending, analyzing and benchmarking the performance and value of Viad's business. Management also believes that the presentation of Adjusted EBITDA for acquisitions and other major capital projects enables investors to assess how effectively management is investing capital into major corporate development projects, both from a valuation and return perspective.

		Three months ended June 30,											Six months ended June 30,
(in thousands, except per share data)		2023			2022			$ Change			% Change		2023				2022			$ Change			% Change
Income (loss) before other items:
	Net income (loss) attributable to Viad	$	10,961		$	19,839		$	(8,878	)	-44.8	%	$	(9,908	)		$	(9,162	)	$	(746	)	-8.1	%
	(Income) loss from discontinued operations attributable to Viad		143			(52	)		195		**			201				(327	)		528		**
	Income (loss) from continuing operations attributable to Viad		11,104			19,787			(8,683	)	-43.9	%		(9,707	)			(9,489	)		(218	)	-2.3	%
	ON Services sale purchase price adjustment, pre-tax		204			-			204		**			204				-			204		**
	Restructuring charges, pre-tax		192			1,426			(1,234	)	-86.5	%		645				2,080			(1,435	)	-69.0	%
	Impairment charges, pre-tax		-			-			-		**			-				583			(583	)	-100.0	%
	Acquisition-related costs and other non-recurring expenses, pre-tax (Note A)		465			1,001			(536	)	-53.5	%		1,311				1,858			(547	)	-29.4	%
	Remeasurement of finance lease obligation attributable to Viad, pre-tax (Note B)		(184	)		-			(184	)	**			(823	)			-			(823	)	**
	Tax expense (benefit) on above items		60			(61	)		121		**			309				(138	)		447		**
	Favorable tax matters		-			-			-		**			(2,103	)			-			(2,103	)	**
	Income (loss) before other items	$	11,841		$	22,153		$	(10,312	)	-46.5	%	$	(10,164	)		$	(5,106	)	$	(5,058	)	-99.1	%


The components of income (loss) before other items per share are as follows:

	Income (loss) before other items (as reconciled above)		11,841			22,153			(10,312	)	-46.5	%		(10,164	)			(5,106	)		(5,058	)	-99.1	%
	Convertible preferred stock dividends paid in cash		(1,950	)		(1,950	)		-		0.0	%		(3,900	)			(3,900	)		-		0.0	%
	Undistributed income (loss) before other items attributable to Viad (Note C)		9,891			20,203			(10,312	)	-51.0	%		(14,064	)			(9,006	)		(5,058	)	-56.2	%
	Less: Allocation to participating securities (Note D)		(2,388	)		(4,934	)		2,546		51.6	%		-				-			-		**
	Diluted income (loss) before other items allocated to Viad common shareholders	$	7,503		$	15,269		$	(7,766	)	-50.9	%	$	(14,064	)		$	(9,006	)	$	(5,058	)	-56.2	%

	Diluted weighted-average outstanding common shares		20,975			20,731			244		1.2	%		20,796				20,544			252		1.2	%

	Income (loss) before other items per common share	$	0.36		$	0.74		$	(0.38	)	-51.4	%	$	(0.68	)	`	$	(0.44	)	$	(0.24	)	-54.5	%


(A)	Acquisition-related costs and other non-recurring expenses include:
		Three months ended June 30,											Six months ended June 30,
	(in thousands)	2023			2022								2023				2022
	Acquisition integration costs - Pursuit¹	$	-		$	119							$	30			$	119
	Acquisition transaction-related costs - Pursuit¹		42			93								74				401
	Acquisition transaction-related costs - Corporate²		6			(2	)							3				108
	Attraction start-up costs^{1, 3}		417			648								1,109				1,079
	Other non-recurring expenses^{2, 4}		-			143								95				151
	Acquisition-related and other non-recurring expenses, pre-tax	$	465		$	1,001							$	1,311			$	1,858

	¹ Included in segment operating loss
	² Included in corporate activities
	³ Includes costs related to the development of Pursuit's new FlyOver attractions in Chicago and Toronto, and Forest Park Hotel in Canada.
	⁴ Includes non-capitalizable fees and expenses related to Viad's credit facility refinancing efforts.

(B)	Remeasurement of finance lease obligation attributable to Viad represents the non-cash foreign exchange loss/(gain) included within Cost of Services related to the periodic remeasurement of the Sky Lagoon finance lease obligation that is attributed to Viad's 51% interest in Sky Lagoon.

(C)	We exclude the adjustment to the redemption value of redeemable noncontrolling interest from the calculation of income before other items per share as it is a non-cash adjustment that does not affect net income or loss attributable to Viad.

(D)	Preferred stock and unvested share-based payment awards that contain nonforteitable rights to dividends are considered participating securities. Accordingly, such securities are included in the earnings allocation in calculating income (loss) before other items per common share unless the effect of such inclusion is anti-dilutive. The following table provides the share data used for calculating the allocation to participating securities if applicable:
		Three months ended June 30,											Six months ended June 30,
	(in thousands)	2023			2022								2023				2022
	Weighted-average outstanding common shares		20,975			20,731								20,796				20,544
	Effect of participating convertible preferred shares (if applicable)		6,674			6,674								-				-
	Effect of participating non-vested shares (if applicable)		-			25								-				-
	Weighted-average shares including effect of participating interests (if applicable)		27,649			27,430								20,796				20,544

** Change is greater than +/- 100 percent

VIAD CORP AND SUBSIDIARIES
TABLE TWO - NON-GAAP FINANCIAL MEASURES (CONTINUED)
(UNAUDITED)

	Three months ended June 30,											Six months ended June 30,
($ in thousands)	2023			2022			$ Change			% Change		2023			2022			$ Change			% Change

Viad Consolidated:
Revenue	$	320,311		$	319,203		$	1,108		0.3	%	$	581,102		$	496,563		$	84,539		17.0	%

Net income (loss) attributable to Viad	$	10,961		$	19,839		$	(8,878	)	-44.8	%	$	(9,908	)	$	(9,162	)	$	(746	)	-8.1	%
Net income (loss) attributable to noncontrolling interest		903			451			452		**			505			(753	)		1,258		**
Net loss attributable to redeemable noncontrolling interest		(286	)		(128	)		(158	)	**			(409	)		(266	)		(143	)	-53.8	%
(Income) loss from discontinued operations		143			(52	)		195		**			201			(327	)		528		**
Net interest expense		12,356			7,761			4,595		59.2	%		24,605			13,638			10,967		80.4	%
Income tax expense		5,028			3,359			1,669		49.7	%		4,450			777			3,673		**
Depreciation and amortization		12,804			13,207			(403	)	-3.1	%		25,279			26,486			(1,207	)	-4.6	%
ON Services sale purchase price adjustment		204			-			204		**			204			-			204		**
Restructuring charges		192			1,426			(1,234	)	-86.5	%		645			2,080			(1,435	)	-69.0	%
Impairment charges		-			-			-		**			-			583			(583	)	-100.0	%
Other expense		448			612			(164	)	-26.8	%		979			1,250			(271	)	-21.7	%
Start-up costs (A)		417			648			(231	)	-35.6	%		1,109			1,079			30		2.8	%
Acquisition transaction-related costs		48			91			(43	)	-47.3	%		77			509			(432	)	-84.9	%
Integration costs		-			119			(119	)	-100.0	%		30			119			(89	)	-74.8	%
Other non-recurring expenses		-			143			(143	)	-100.0	%		95			151			(56	)	-37.1	%
Remeasurement of finance lease obligation (B)		(361	)		-			(361	)	**			(1,613	)		-			(1,613	)	**
Consolidated Adjusted EBITDA	$	42,857		$	47,476		$	(4,619	)	-9.7	%	$	46,249		$	36,164		$	10,085		27.9	%
Adjusted EBITDA attributable to noncontrolling interest		(2,781	)		(2,092	)		(689	)	-32.9	%		(3,426	)		(2,404	)		(1,022	)	-42.5	%
Consolidated Adjusted EBITDA attributable to Viad	$	40,076		$	45,384		$	(5,308	)	-11.7	%	$	42,823		$	33,760		$	9,063		26.8	%

Consolidated Adjusted EBITDA by Business:
Pursuit	$	19,482		$	15,613		$	3,869		24.8	%	$	9,167		$	4,115		$	5,052		**
Total GES		26,845			35,131			(8,286	)	-23.6	%		43,589			37,851			5,738		15.2	%
Total Segment EBITDA		46,327			50,744			(4,417	)	-8.7	%		52,756			41,966			10,790		25.7	%
Corporate EBITDA		(3,470	)		(3,268	)		(202	)	-6.2	%		(6,507	)		(5,802	)		(705	)	-12.2	%
Consolidated Adjusted EBITDA	$	42,857		$	47,476		$	(4,619	)	-9.7	%	$	46,249		$	36,164		$	10,085		27.9	%


Pursuit Adjusted EBITDA:
Revenue	$	88,474		$	77,599		$	10,875		14.0	%	$	121,137		$	101,383		$	19,754		19.5	%
Cost of services and products		(78,663	)		(72,028	)		(6,635	)	-9.2	%		(130,438	)		(117,010	)		(13,428	)	-11.5	%
Segment operating income (loss)		9,811			5,571			4,240		76.1	%		(9,301	)		(15,627	)		6,326		40.5	%
Depreciation		8,279			7,866			413		5.3	%		16,413			15,648			765		4.9	%
Amortization		1,294			1,316			(22	)	-1.7	%		2,455			2,495			(40	)	-1.6	%
Start-up costs (A)		417			648			(231	)	-35.6	%		1,109			1,079			30		2.8	%
Acquisition transaction-related costs		42			93			(51	)	-54.8	%		74			401			(327	)	-81.5	%
Integration costs		-			119			(119	)	-100.0	%		30			119			(89	)	-74.8	%
Remeasurement of finance lease obligation (B)		(361	)		-			(361	)	**			(1,613	)		-			(1,613	)	**
Adjusted EBITDA	$	19,482		$	15,613		$	3,869		24.8	%	$	9,167		$	4,115		$	5,052		**
Adjusted EBITDA attributable to noncontrolling interest		(2,781	)		(2,092	)		(689	)	-32.9	%		(3,426	)		(2,404	)		(1,022	)	-42.5	%
Adjusted EBITDA attributable to Viad	$	16,701		$	13,521		$	3,180		23.5	%	$	5,741		$	1,711		$	4,030		**

Pursuit Operating margin		11.1	%		7.2	%				3.9	%		-7.7	%		-15.4	%				7.7	%
Pursuit Adjusted EBITDA margin		22.0	%		20.1	%				1.9	%		7.6	%		4.1	%				3.5	%

Viad Corp Reports Results for the 2023 Second Quarter